Agreement

Welcome to Local Trade Partners, your Cashless Community.

Local Trade Partners is provided by Local Trade Partners, LLC (“we,” “our,” or “us”) subject to the following terms and conditions (“Terms of Service”). To be a member of Local Trade Partners, you must agree to these Terms of Service. Please read them carefully. If you object to any provision of these Terms of Service, please discontinue all use of Local Trade Partners and cancel your membership.

LOCAL TRADE PARTNERS

“Local Trade Partners” means all of the services we offer relating to Local Trade Partners transactions, including but not limited to our barter exchange services, our third party record keeping services for barter transactions, and our alternative currency services, whether such services are provided via our website at localtradepartners.com, any other Local Trade Partners branded or co-branded websites or mobile applications that link to or reference these Terms of Service, or other communications media, such as telephone and mail, and any feature, media, or software that is part of such website, mobile application, or communication, including any Local Trade Partners Card(s) (see below) we may provide to you.

MINIMUM AGE REQUIREMENT

To access or use Local Trade Partners, you must be either:

18 or older and have the requisite power and authority to enter into these Terms of Service; or

13 or older and have the permission and supervision of a parent or legal guardian who has reviewed and agreed to these Terms of Service.

Any other persons are not permitted to use Local Trade Partners.

Parents and legal guardians: We encourage you to be involved in the online activities of your children to ensure that no information is collected from a child without parental permission. By permitting your child to use Local Trade Partners, you agree on your child's behalf to these Terms of Service and our Privacy Policy, and you accept responsibility for all activities and liabilities that occur under your child's account or password.

LOCAL TRADE PARTNERS IS SOLELY A FACILITATION AND RECORD KEEPING SERVICE

Local Trade Partners is solely intended to organize and facilitate the buying and selling of goods and services using Local Trade Partners Dollars (see below) and/or United States currency (“U.S. Dollars” or “USD”) between Local Trade Partners members and with affiliated trade exchanges by providing a trading forum and third-party record-keeping services. We are not parties to, make no representations, promises, or warranties as to, and have no responsibility or liability with respect to any transactions, communications, interactions, disputes, or any other relations whatsoever (collectively, "relations") between you and any other member, person, or organization, even if initiated or conducted via Local Trade Partners. You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research or due diligence with respect to your relations with others.

MEMBERSHIP AND FEES

We charge a 10% Cash Transaction fee when you purchase goods and/or services using Local Trade Partners. We may charge a Renewal Fee of LTP$ 295 on your Anniversary of Joining Local Trade Partners. We reserve the right to charge a LTP$ charge on credit lines at our discretion. Changes to our Fees are effective after we provide you with thirty (30) days' written notice at the email address or mailing address you provide in connection with your membership account. Our most recent Fee Schedule may also be accessed at any time at by emailing us your request at [email protected]

You agree to pay us for any fees (“Local Trade Partners Fees”), including any initiation fee and cash transaction fees. Unless otherwise specified, all Local Trade Partners Fees are in U.S. Dollars and all charges will be made in U.S. Dollars.

Any applicable sales or other taxes are additional to the stated Local Trade Partners Fees. We will provide you a monthly statement reflecting your Local Trade Partners account activities and all Local Trade Partners Fees due. Fees are due as accrued. Fees will be charged to the debit/credit card on file.

All amounts are also payable in advance with cash, check, ACH funds transfer, or by your pre-authorized MasterCard, Visa, Discover, American Express credit card or other payment method expressly authorized by Local Trade Partners, cash fees are due when incurred. We may suspend all trading privileges of any member whose account is not paid in full by the due date and until the account is brought current.

A late payment fee of $20 USD or 1.5% (whichever is higher) of the gross amount of Local Trade Partners Fees due per month may be assessed, to the fullest extent permitted by law, at month end if your Local Trade Partners Fees are not paid in full. Additionally, we may charge a $50 USD fee for each instance that your credit card or pre-authorized payment is declined or your check returned for insufficient funds.

You acknowledge and agree that these terms reflect the additional costs we will incur in order to bill and collect your accounts. Your monthly statement will be deemed accurate unless you notify our accounting department of any discrepancy in writing within fifteen (15) days of the statement being received. You must promptly contact us if you do not receive any monthly statement, and you agree to visit Local Trade Partners.com as needed to review your monthly statements.

Except as required by law, all Local Trade Partners Fees are nonrefundable. Payments and purchases may not be canceled by you, except as required by law. However, we reserve the right to refuse or terminate any purchase or attempted purchase at any time in our sole discretion. Note that if you authorize a payment transaction with your credit card, debit card or other payment method, but your charge is rejected for any reason, there may be a hold on your use of that transaction amount for several days while your card company processes the charge reversal. Similarly, if you authorize an ACH funds transfer, but your transfer is rejected, it may take one or more days for those funds to be available again in your ACH account.

You may not transfer, sell, or assign in any manner your Local Trade Partners membership or any benefit arising under these Terms of Service without our prior written approval.

TRANSACTIONS THROUGH LOCAL TRADE PARTNERS

Local Trade Partners Dollars

Local Trade Partners is considered a third party record keeper for a modern barter exchange. Local Trade Partners members buy and sell products and services using Local Trade Partners Dollars. A "Local Trade Partners Dollar" is an accounting unit used to record (i) the value of goods and services sold through Local Trade Partners and (ii) the right to buy goods and services through Local Trade Partners. Local Trade Partners Dollars may be used only for the purposes set forth in these Terms of Use and are not to be considered as legal tender, securities, or commodities and may not be redeemed for U.S. Dollars or other cash. We disclaim responsibility for the negotiability of Local Trade Partners Dollars and the availability of goods or services purchasable with Local Trade Partners Dollars.

When a Local Trade Partners member buys your product or service, the buyer's payment of Local Trade Partners Dollars is deposited into your Local Trade Partners account (subject to your compliance with the selling procedures set forth in Section 5(f) below). Once you have Local Trade Partners Dollars in your account, you may begin purchasing with Local Trade Partners. When you buy products or services through Local Trade Partners, your account will be debited the amount of your purchase.

Your Local Trade Partners purchases are limited to the amount of Local Trade Partners Dollars available in your account plus any credit amount of Local Trade Partners Dollars available to you. In addition, your use of any Local Trade Partners Dollars in your account is conditioned on your payment of all Local Trade Partners Fees when due, and you pledge all Local Trade Partners Dollars in your account at any time to us as collateral for all unpaid Local Trade Partners Fees. If at any time we, in our sole discretion, deem you to be a credit risk, we may require you to prepay Local Trade Partners Fees in order to spend Local Trade Partners Dollars in your account.

You acknowledge and agree that we have the right and power to regulate and control the number of outstanding Local Trade Partners Dollars within the Local Trade Partners exchange system and to extend Local Trade Partners Dollar credit to any member, on terms and conditions acceptable to us and at our sole discretion.

All transactions are subject to our audit and verification and, in the case of inaccuracies, we may debit or credit your account, without notice, as a result of such error. We are not the guarantor of any Local Trade Partners Dollars.

If you enter into a Local Trade Partners transaction without sufficient LTP funds you may incur a $50 cash fee.

Local Trade Partners Cards

We may issue Local Trade Partners purchasing cards linked to your Local Trade Partners Dollar account (“Local Trade Partners Cards”) to you according to your Membership Plan. Local Trade Partners Cards are to be used for identification only. You are responsible for maintaining the security of and restricting access to all Local Trade Partners Cards issued to your membership account (including those held by your additional cardholders) and maintaining the confidentiality of any and all your account passwords. Lending your Local Trade Partners Cards to others is discouraged and at your own risk; you are responsible for all charges made on Local Trade Partners Cards you lend to others. Local Trade Partners Cards are not transferable and not assignable.

If your Local Trade Partners Card is lost or stolen, or you think someone used your account without permission, tell us immediately by calling 479-443-1977 or 479-648-9999. You may be responsible for purchases made with your Local Trade Partners Card more than twenty-four (24) hours before you notify us that your Local Trade Partners Card has been lost, stolen, or used without your permission (whether such purchases were authorized by you or not).

Local Trade Partners Cards remain at all times our property and must be surrendered to us upon request. By retaining or using any Local Trade Partners Card, you agree to be bound by all Terms of Service, Rules of Conduct, and other terms issued with your Local Trade Partners Card.

Taxes

Purchases and sales made with Local Trade Partners Dollars are taxable events for municipal, state/provincial and federal tax purposes. All Local Trade Partners revenue (including Local Trade Partners Dollars) is treated as income and is taxable in the year in which the sales occur. Sales tax, when applicable, is due in cash, payable to the buyer.

When you join Local Trade Partners, federal law requires us to give you a Form W-9, Request for Taxpayer Identification Number and Certification, or a similar form for you to certify under penalty of perjury that your taxpayer identification number (generally a social security number or an employer identification number) is correct and that you are not subject to backup withholding. You agree to complete this form truthfully and accurately and return it to us. We may withhold tax up to the amount of any U.S. Dollars paid to you or deposited in your account and or credit issued to you (and converted to U.S. Dollars). In most cases, Local Trade Partners Dollar income you receive is not subject to withholding, however, federal law may require backup withholding in certain circumstances to ensure that income tax is collected on this income.

For each tax year you are a Local Trade Partners member, we will send you a Form 1099-B showing the value of U.S. Dollars, property, services, credits, or scrip you received from Local Trade Partners transactions. Ultimately, the declaration and reporting of all applicable local, municipal, state/provincial and federal taxes, including but not limited to appropriate sales and excise taxes, resulting from your Local Trade Partners transactions rests solely with you. We encourage you to consult a CPA or tax professional to determine the best way to record and account for Local Trade Partners transactions. Please review the Tracking & Taxes page of our website to learn more about tracking and reporting transactions on your Local Trade Partners account.

Sub-Accounts

You may use Local Trade Partners Dollars available in your account to set up sub-accounts, (collectively “Sub-Accounts”) to reward, compensate, or gift to third parties, such as your employees, family, or friends. Sub-Accounts are separate from, but appended to, your account and allow others to reap the benefits of Local Trade Partners. You will pay transaction fees (which will be charged to the primary account) on any Local Trade Partners Dollars transferred from your account into a Sub-Account at the time of transfer. However, you will not be charged monthly maintenance fees on Sub-Accounts or transaction fees on Sub-Account purchases. Once deposited, funds cannot be transferred back to your primary account without a request from the Sub-Account holder. The Sub-Account holder should closely track his/her Local Trade Partners spending to ensure all purchases, recorded and pending, do not exceed the available Local Trade Partners Dollars deposited in his/her Sub-Account. Sub-Accounts are not allowed lines of credit and cannot carry a negative balance. You as the primary account holder are responsible for all charges, deficit, and/or balances due on any and all Sub-Accounts appended to your account. Any transfer of Local Trade Partners Dollars by you to a Sub-Account may be treated as income to the Sub-Account holder and is generally taxable in the year in which the transfer occurs. You represent, warrant, and covenant that you will comply with all applicable laws relating to Sub-Accounts, including but not limited to employment, wage, labor, and tax laws. If you so elect, you are responsible for reporting all taxable transfers to Sub-Accounts to the applicable government authorities, and we will not supply a Form 1099B to the IRS or the Sub-Account holder.

Buying through Local Trade Partners

To make a Local Trade Partners purchase, you must (1) have a valid, current membership or a valid, current Sub-Account with sufficient funds for your intended purchase, and (2) identify yourself to the seller as a Local Trade Partners buyer before making the purchase.

Although we are continually soliciting new members, products, and services, we make no guarantees regarding the availability of any specific product or service through Local Trade Partners. Based on supply and demand, certain items may be available on a limited basis only. We are not responsible if you cannot find a specific product or service.

As part of our services we may make referrals or recommendations, or promote particular products and services to you. Such guidance is solely informational and you may choose not to follow it. You should exercise the same diligence entering into a Local Trade Partners transaction as you would an ordinary transaction in U.S. Dollars. We shall have no responsibility or liability for the quality, timely delivery, or warranty of any goods or services you buy through Local Trade Partners.

You have fifteen (15) days to dispute any Local Trade Partners transaction on your account. After fifteen (15) days, all transactions are deemed valid.

Selling through Local Trade Partners

To make a Local Trade Partners sale, you must (1) have a valid, current membership, and (2) properly document the sale. Any Local Trade Partners sale may be reversed if disputed by the buyer. In the event of a dispute, it is your responsibility as seller to provide proof, to our satisfaction at our sole discretion, of the sale and the buyer’s agreement to purchase. It is recommended that you keep adequate sales records for at least three (3) years from the sale date or any longer period required by applicable law. We will have no responsibility or liability for reversed sales, and it will be your sole responsibility to collect from the buyer.

You may negotiate individual transactions for a partial payment of U.S. Dollars with prior written approval by Local Trade Partners. However, absent such approval, you will furnish all goods and services, including without limitation all materials and labor, for 100% Local Trade Partners Dollars (no U.S. Dollars payment) at your normal prevailing prices.

Although we are continually soliciting new members, products, and services, we make no guarantees regarding the availability of Local Trade Partners buyers for your specific product or service. Based on supply and demand, certain items may be abundantly available. Local Trade Partners is an open marketplace; you do not have any priority or exclusivity against other Local Trade Partners sellers of similar or identical products or services to yours. We are not responsible if you cannot find buyers.

We may make referrals or recommendations, or promote particular buyers to you as part of our services. Such guidance is solely informational and you may choose not to follow it. You should exercise the same diligence entering into a Local Trade Partners transaction as you would an ordinary transaction in U.S. Dollars. You are fully responsible for satisfying yourself that the buyer, in fact, holds a valid Local Trade Partners account and/or Local Trade Partners Card or has authority to use the Local Trade Partners account and/or Local Trade Partners Card of another.

If you wish to temporarily stop selling your goods or services through Local Trade Partners (e.g., if you are too busy), you may request your account to be placed in “on hold” status, but only if: (1) your account is not in a deficit position (i.e., amounts purchased exceed amounts sold), (2) you give thirty (30) days' written notice to us of said request, and, (3) we have not suspended your trading privileges. Placing your account on Member “on hold” status does not affect your Local Trade Partners Fees; you are still responsible during “on hold” status for any Local Trade Partners Fees applicable.

Transaction Fees and Non-Circumvention

Local Trade Partners transactions fees apply to each and every Local Trade Partners purchase transaction, are calculated in U.S. Dollars based on the gross amount of the purchase transaction, including Local Trade Partners Dollars, U.S. Dollars, and any applicable taxes. Attempting to circumvent the Local Trade Partners system to avoid transaction fees is prohibited. We reserve the right to charge transactions fees based on the value of any transaction between or among Local Trade Partners members and/or affiliated exchanges if we determine, in our sole discretion, that any member is attempting to circumvent the Local Trade Partners system or otherwise avoiding payment of fees to Local Trade Partners.

Direct Trading Prohibited

Direct trades between members are prohibited. If direct trades occur, the transaction shall be processed as though it was an exchange transacted in accordance with these Terms of Service. In addition to the standard transaction fee, we may, at our discretion, also charge each party a penalty in U.S. Dollars equivalent to 20% of the total transaction value. We may also, at our discretion, terminate membership of any party to such a trade.

Account Deficit

Any time your Local Trade Partners Dollar account is in a deficit position (i.e., amounts purchased exceed amounts sold, without prior credit arrangements), you may be required to compensate us in U.S. Dollars, on demand and at our sole discretion. In the event that your Local Trade Partners Dollar balance remains in a deficit position for more than thirty (30) days after we have notified you in writing of such deficit, we have the right to convert such deficit balance from Local Trade Partners Dollars to U.S. Dollars at a ratio of one to one. We may take any action to secure such payments if deemed necessary. We reserve the right to adjust balances of U.S. Dollars with your Local Trade Partners account(s) and you agree and acknowledge that we may use your pre-authorized credit card accounts to pay any deficit due and owing.

Extension of Credit

Upon your request, we may elect, in our sole discretion, to extend credit to you in the form of Local Trade Partners Dollars. Member agrees to Personally Guarantee any and all extensions of credit extended by Local Trade Partners. At any time and in our discretion, such credit may be adjusted, revoked, or deemed due (by converting the Local Trade Partners Dollar deficit to U.S. Dollars at a ratio of one to one) upon notice to you. You authorize us to make whatever credit investigation we deem appropriate and to exchange with third parties, as we deem necessary in our sole discretion, any information received in the course of such investigation. We may request reports from credit reporting agencies. If you ask whether a credit report was requested, you will be informed, and if we have received a credit report, you will be given the name and address of agency that supplies the report.

LOCAL TRADE PARTNERS PROPRIETARY RIGHTS AND GRANTS

Title and Copyright in Local Trade Partners IP

It is hereby understood and agreed that, except as provided in Section 7 below, we own all rights, title, and interest, including, without limitation, all copyrights, in and to the Local Trade Partners website at localtradepartners.com, any other Local Trade Partners branded or co-branded websites or mobile applications, any other Local Trade Partners publications, and the Local Trade Partners service mark and any other trademarks or services marks owned by us ("Local Trade Partners IP"), and any copies thereof, regardless of the media or form in which Local Trade Partners IP or copies thereof may exist. Except as expressly provided herein, you do not acquire any rights, title or interest to Local Trade Partners IP.

License to You

Subject to your payment of all applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable license to use Local Trade Partners IP, solely in object code format as to any software, solely for your personal use and on the express condition that you accept and comply with each provision of these Terms of Service. We do not transfer title to Local Trade Partners IP to you. This license does not include any resale or commercial use of Local Trade Partners IP. You agree that: (i) you will not copy, distribute, or make derivative works of Local Trade Partners IP in any medium without our prior written consent; (ii) you will not alter or modify any part of Local Trade Partners IP other than as may be reasonably necessary to use Local Trade Partners IP for its intended purposes; (iii) you will not reverse engineer, decompile, disassemble, or try to access any Local Trade Partners IP software source code and (iv) you will otherwise act in accordance with the Terms of Service and in accordance with all applicable local, state, and federal laws. When Local Trade Partners IP requires or includes downloadable software, such software may be offered under a separate license, and there may be provisions in that license that expressly override some of these terms.

Non-solicitation

You acknowledge and agree that substantial components of Local Trade Partners and Local Trade Partners IP, including but not limited to components of our website accessible only to members, are highly specialized, not generally known in our industry, and constitute trade secrets. Therefore, you covenant and warrant that during the Term of these Terms of Service, and for twelve (12) months thereafter, you shall not (directly or indirectly, on behalf of yourself or a third party): (i) approach, interview, recruit or otherwise solicit, induce or encourage any Local Trade Partners member to terminate or otherwise cease his or her membership with Local Trade Partners; or (ii) solicit or divert any Local Trade Partners member to use any other barter exchange or other competitor of Local Trade Partners. If any provision of this 6(c) is deemed by a court or arbitrator of competent jurisdiction to exceed the time, geographical or other limitations prescribed by applicable law, then such provision(s) shall be deemed modified, narrowed, construed and enforced to the fullest extent permitted by applicable law consistent with the parties’ express intent set forth herein.

CONTENT

“Content” means any and all text, images, photos, audio, video, location data, hyperlinks, programs, and all other forms of data or communication, including Local Trade Partners member reviews. To “Post” means to post, submit, or transmit to, through, or in connection with Local Trade Partners. “Your Content” means Content that you Post. “User Content” means Content that users of Local Trade Partners Post and includes, without limitation, Your Content and Content Posted by other Local Trade Partners users.

Responsibility for User Content

All User Content is the sole responsibility of the person or persons who Post it and is non-confidential. You agree that we do not control, and are not responsible for, User Content. We make no representation or warranty as to the quality, accuracy, reliability, or intellectual property status of any User Content. Under no circumstances will we be responsible for any loss, damage, or other liability arising from User Content, including but not limited to User Content that is defamatory, trade libelous, or otherwise tortious.

You alone are responsible for Your Content. You assume all risks associated with Your Content, including (i) anyone's reliance on its quality, accuracy, reliability, or intellectual property status, and (ii) any disclosure in Your Content of information that makes you personally identifiable.

Editing User Content

While we are not responsible for User Content, we reserve the right (though not the obligation), in our sole and absolute discretion and for any reason, to screen, refuse to Post, reject, modify, remove, filter or otherwise edit (collectively, "edit") any User Content, including, without limitation: (i) any User Content that we believe violates any of these Terms of Service, (ii) profanity, obscenities, threats of physical violence or damage to property, and (iii) private financial information such as social security numbers and credit card information. Under no circumstances will we be responsible for any loss, damage, or other liability arising from our editing User Content or our failure to edit User Content, including but not limited to User Content that is defamatory, trade libelous, or otherwise tortious.

Posting Harmful Content

Posting any Content in violation of any municipal, state, federal, foreign or other applicable regulation or law is prohibited. You agree not to Post or elsewhere publish any Content that: (i) violates any applicable law or regulation; (ii) is defamatory or trade libelous; (ii) is incorrect, not truthful, threatening, harassing, stalking, vulgar, obscene, pornographic, profane, racially, ethnically or sexually discriminatory in any way, or that otherwise violates any right of another or is deemed unacceptable in our sole discretion; (iv) encourages any conduct prohibited by the Terms of Service; (v) restricts or inhibits any other user from using Local Trade Partners; (vi) impersonates any person or entity, or directly or indirectly attempts to gain unauthorized access to any portion of Local Trade Partners or any computer, software, or data of any person, organization or entity that uses or accesses Local Trade Partners; (vii) provides or creates links to external sites that violate the Terms of Service; (viii) is intended to harm, exploit, solicit, or collect personally identifiable information of any individual under the age of 18 in any way; (iv) invades anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information without their knowledge and willing consent or distributes or contains viruses or any other technologies that may harm Local Trade Partners or any of its members; (v) is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to Post the material and to grant us all of the license rights granted herein; or (vi) contains or promotes an illegal or unauthorized copy of another person’s copyrighted work.

License to Us

You retain ownership in Your Content, including any intellectual property rights you hold in Your Content. When you Post Content, you grant to us an irrevocable, perpetual, transferable, sub-licensable, non-exclusive license, to be exercised by us at our sole and absolute discretion throughout the universe on or through any media and using any technologies, whether now known or later devised, to (i) edit, copy, publicly display, publicly perform, publish, broadcast, retransmit, distribute, create derivative works of, and otherwise to exercise and exploit, whether commercially or otherwise, any and all proprietary rights in and to that Content and (ii) copy, publicly display, publish, broadcast, retransmit, and distribute your name or username in association with that Content. By Posting Content, you represent and warrant that you have the necessary rights to grant this license. We reserve the right to ban your use of Local Trade Partners if you violate another’s intellectual property rights.

You also grant to us, during the term of this agreement, a transferable, sub-licensable, non-exclusive license, to be exercised by us at our sole and absolute discretion throughout the universe to use your name, trademarks, service marks, trade names, or logos that you may adopt from time (collectively, “Your Marks”) so that we may advertise or promote your products or services or Local Trade Partners in general. Your Marks as used on Local Trade Partners will be accessible to web search engines (such as Google®) that create publicly available searchable indices of websites and materials.

Viruses

You will not knowingly or negligently Post any Content that contains viruses or other computer programming defects. You are advised to make sure each computer you use to access Local Trade Partners has updated anti-virus software protecting it.

Spamming

You will not directly or indirectly use Local Trade Partners for chain letters, junk mail, spamming, or any use of distribution lists to any person who has not given specific permission to be included in such a process. "Spam" or "Spamming" means any attempt to use a mailing list for the purpose of sending to a person or persons an unsolicited message, including any advertisements.

Reuse of Content

"Local Trade Partners Content" means all Content (including User Content) on or in the Local Trade Partners website at localtradepartners.com or any Local Trade Partners IP. You will not collect, aggregate, copy, harvest, duplicate, display or make derivative use of Local Trade Partners Content, or use data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by us in writing. Notwithstanding the foregoing, we grant the operators of web search engines permission to use spiders to copy materials from Local Trade Partners for the sole purpose of creating publicly available searchable indices of the materials. We reserve the right to revoke these exceptions in specific cases.

USERNAME AND ACCESS

To access the services available through the Local Trade Partners website at localtradepartners.com you must create a username and password. You are responsible for maintaining the confidentiality of your username and password, if applicable, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your username or password. You will not, and you will not assist, encourage, or enable others to, attempt to gain unauthorized access to Local Trade Partners, or computer systems or networks connected to Local Trade Partners, through hacking, password mining, or any other means.

We reserve the right to refuse service, terminate your account, or ban you from the Local Trade Partners website, without notice or liability of any kind, and in our sole discretion.

PRIVACY

Please review our Privacy Policy on the localtradepartners.com home page, which also governs your use of Local Trade Partners, to understand our practices regarding the collection and use of information and data protection. Our most recent Privacy Policy may be accessed at any time on the localtradepartners.com home page, by emailing us your request [email protected] Our Privacy Policy is explicitly incorporated into these Terms of Service, and by agreeing to these Terms of Service you expressly represent and warrant that you have reviewed and understood our Privacy Policy to your satisfaction. You also expressly acknowledge and agree that we may use Your Marks and any data we gather from Your Content or your use of Local Trade Partners to market products, services, and/or Local Trade Partners features to you. You agree to hold us harmless from any claims arising from our disclosure of your personal information or identity made in accordance with these Terms of Service and our Privacy Policy.

CHANGES TO THE AGREEMENT

We may modify these Terms of Service from time to time, for example, to reflect changes to the law or changes to our services. We recommend you look at the Terms of Service regularly. Changes to our Terms of Service are effective after we provide you with at least one (1) week's written notice to the email address or mailing address you provide in connection with your membership account. Changes will not apply retroactively, and you shall have the right to accept or reject the modified Terms of Service, provided that if you reject the modified Terms of Service, please immediately discontinue all use of Local Trade Partners and cancel your membership

DISCLAIMER REGARDING THIRD PARTY SITES

The Local Trade Partners website at localtradepartners.com, and any other Local Trade Partners websites or mobile applications, may include links to or search results or data from other websites or applications (each, a "Third Party Site"). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. You use Third Party Sites at your own risk.

TO THE FULLEST EXTENT PERMITTED BY LAW WE GRANT NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, BY STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY AS TO QUALITY, MERCHANTABILITY, SUITABILITY OR PERFORMANCE OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, authenticity, or any warranty that operation of Local Trade Partners will be uninterrupted, always available, or error-free, or will meet your requirements, or that any defects in Local Trade Partners will be corrected, WHICH WARRANTIES ARE SPECIFICALLY EXCLUDED.

Local Trade Partners is solely intended to facilitate the buying and selling of goods and services between Local Trade Partners members using Local Trade Partners Dollars. Local Trade Partners Dollars are simply another method of payment. All Local Trade Partners transactions are entered into solely between Local Trade Partners members or Local Trade Partners members and affiliated trade exchanges. We are not parties to, make no representations, promises, or warranties as to, and have no responsibility or liability with respect to any transactions, communications, interactions, disputes, or any other relations whatsoever (collectively, "relations") between you and any other member, person, or organization, even if initiated or conducted via Local Trade Partners. You expressly assume the risk of any relations arising from or related to Local Trade Partners that you enter into. You shall be solely responsible for exercising your own due diligence, to your personal satisfaction, in connection with your use of Local Trade Partners.

Local Trade Partners, including Local Trade Partners IP and all materials and information included therein, is furnished “as is” and with all faults. You expressly assume all risk resulting from any virus, downloaded material, harmful component, or through any use of Local Trade Partners or any site or server through which Local Trade Partners is available, including, without limitation, at localtradepartners.com. You shall be solely responsible for the accuracy and transmission of all data entered, and for any damage that results from or is in connection with your use of Local Trade Partners.

We reserve all rights not expressly granted to you under these Terms of Service. We may modify or discontinue any feature or functionality of Local Trade Partners, or suspend or terminate Local Trade Partners altogether, at any time and for any reason.

LIMITATION OF LIABILITY

The limitation of liability is to the maximum extent permitted by applicable law. As used in this Section, “we,” “our,” or “us” expressly includes Local Trade Partnerschange, Inc. and/or our officers, directors, managers, employees, partners, contractors, affiliates, subsidiaries, agents, attorneys, web developers, technical support/maintenance providers, distributors, advertisers, licensors, sublicensees, and assigns, or any person or entity involved in creating, producing, or distributing Local Trade Partners and/or Local Trade Partners IP.

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES, LOSSES, OR CLAIMS, whether arising in contract, tort, or otherwise, and INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (including, without limitation, damages for loss of business profits, business interruption, loss or corruption of business information or other data, cost of cover, or any other pecuniary loss) ARISING OUT OF THE USE OF, PARTICIPATION IN, OR INABILITY TO USE LOCAL TRADE PARTNERS, OR THE VIEWING, DISTRIBUTING, COPYING, RELIANCE UPON, OR OTHER USE OF ANY CONTENT, EVEN IF WE KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF THE ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING, BUT NOT LIMITED TO, UNAUTHORIZED USERS, OR “HACKERS”) OF LOCAL TRADE PARTNERS.

You acknowledge that your Membership Plan fee amounts reflect this allocation of risk. In any case, our entire aggregate liability amount, if any, shall be limited to the transaction fees applicable to the transaction giving rise to your damages, losses, or claims, unless your damages, losses, or claims did not arise from a particular transaction, in which event our entire aggregate liability amount, if any, shall be limited to the total Membership Plan fee amount you actually paid to us during the twelve (12) month period preceding the date when we were given notice of the claim.

TERM AND TERMINATION

The Terms of Service shall continue for as long as you use Local Trade Partners, or until terminated by you or us, whichever occurs first. You or we may terminate your membership upon thirty (30) days written notice to the other party. In addition, we may immediately freeze your member account, suspend your trading privileges, and/or terminate your membership if: (1) we have received two or more complaints about you for poor performance, for attempting to charge in excess of your industry or retail prices, or for overpricing in any form; (2) you have engaged in direct trades or committed fraud against us or any Local Trade Partners member; (3) you are charging U.S. Dollars without approval; (4) you are not following and abiding by these Terms of Service, including your payment obligations; (5) your account is inactive for twelve (12) months; (6) you are insolvent, file a petition under the United States Bankruptcy Code, or make an assignment for the benefit of creditors; or, (7) for any other reasonable cause.

Upon termination of your membership, all Local Trade Partners Dollars in your account must be spent within sixty (60) days on products and services available through Local Trade Partners and you may stay active for said sixty (60) days and spend the balance. Upon expiration of this 60-day period, you must destroy and cease all use of any Local Trade Partners Card issued on your account, and any continued use of your Local Trade Partners Card will be considered fraudulent. We have no liability for any unused Local Trade Partners Dollars remaining in your account after the expiration of this 60-day period.

Upon termination of your membership, any deficit in your account and any outstanding balance due to us must be paid in full within thirty (30) days, either in products or services deemed acceptable by us or in U.S. Dollars, at our sole election. Upon expiration of these thirty (30) days, any outstanding balance due must be paid immediately in U.S. Dollars. Sections 7, 15, 16, 18, 20, and 21 of these Terms of Service and any other provision that may reasonably be interpreted as being intended by the parties to survive this Contract’s termination, as well as all obligations under these Terms of Service and pursuant to the Rules of Conduct arising from or relating to any trade transaction, shall survive termination of this agreement.

INDEMNITY

In consideration of being permitted to use Local Trade Partners, you agree to defend, indemnify, and hold harmless Local Trade Partners, LLC., and/or our officers, directors, managers, employees, partners, contractors, affiliates, subsidiaries, agents, attorneys, web developers, technical support/maintenance providers, distributors, advertisers, licensors, sublicensees, and assigns, from any claim or demand, including reasonable attorneys’ fees, expert witness fees, and court costs, made by any third party due to or arising out of Your Content (regardless of whether or not we edit or approve it) or your use of Local Trade Partners, any breach by you of the Terms of Service, or any violation by you of any rights of another, including but not limited to your (1) failure to complete a transaction after a Local Trade Partners transaction voucher has been signed or your designated Local Trade Partners account manager has processed the transaction at your or the other party’s request; (2) failure to properly perform services for another member; (3) failure to deliver goods that conform to a contract with another member; (4) improper pricing; and (5) your breach of any representation, warranty, and/or covenant by in these Terms of Service. In the event of our payment, loss, expense, or crediting of your account which arises out of any transaction between you and another member, we shall be subrogated to all the rights, powers, privileges and remedies of you against any other member to the extent of the amount of such payment, loss, expense, or crediting of your account. You shall execute all papers required by us and render all necessary assistance, other than pecuniary aid, to enable us to secure the right granted in this paragraph.

NO AGENCY

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms of Service. Local Trade Partners, LLC. is not the agent of any member, whether acting as a buyer or as a seller. We are responsible only for commitments made in writing by only a duly authorized corporate officer of Local Trade Partners, LLC, and not verbal or written commitments made by account executives, trade brokers, other representatives of Local Trade Partners, LLC, or any other person whatsoever.

Notwithstanding the foregoing, you and individuals signing for or on behalf of you shall all be jointly and severally responsible and liable for any and all purchases, fees, and obligations arising under these Terms of Service. Each individual signing on behalf of an entity (e.g., corporation, limited liability company, and partnership) agrees to be personally liable, jointly and severally, for the full performance by entity under these Terms of Service.

GOVERNING LAW AND JURISDICTION

These Terms of Service shall be exclusively interpreted, construed, and enforced in all respects in accordance with the laws of the State of Arkansas (U.S.A.) without reference to its choice of law rules. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU Irrevocably CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED WITHIN OR SERVING WASHINGTON COUNTY, ARKANSAS.

NOTICES

Except as explicitly stated otherwise, legal notices shall be served on Local Trade LLC designated agent for service of process (in our case) or to the email address or mailing address you have designated on your account (in your case). Notice to you shall be deemed given twenty-four (24) hours after the date of emailing or three (3) days after the date of mailing, as the case may be.

PERSONAL GUARANTEE

You agree to personally guarantee repayment of Local Trade Partners Dollars and payment of Cash/ Local Trade Partners Dollars fees due Local Trade Partners upon demand.

GENERAL

These Terms of Service contain the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior agreements, writings, commitments, discussions, and understandings between them. You acknowledge and agree that no reliance is placed on any representation anywhere made that is not expressly contained in these Terms of Service. In the event of any conflict between any provision set forth in any other Local Trade Partners materials (including our website at localtradepartners.com) and these Terms of Service, the provisions of these Terms of Service shall control. These Terms of Service, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. Except as provided in Section 10 above, no modification of or amendment to the Terms of Service, nor any waiver of any rights under the Terms of Service, shall be effective unless in writing. If any provision of the Terms of Service is held by a court of competent jurisdiction to be invalid or unenforceable, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms of Service shall otherwise remain in full force and effect and enforceable. Any failure on our part to exercise or enforce any right or provision of the Terms of Service does not constitute a waiver of such right or provision, and does not waive our right to act with respect to a subsequent or similar breach or breaches. These Terms of Service shall be construed within their fair meaning and no inference shall be drawn against the drafting party.

In any action or proceeding between or among you and us at law or in equity with respect to the collection of any Local Trade Partners Fees or charges payable (whether in U.S. Dollars or in Local Trade Partners Dollars) under these Terms of Service, and including any arbitration, appeal, contempt proceeding, bankruptcy proceeding, and any action or proceeding to enforce and/or collect any judgment or other relief granted, whether or not such action or proceeding is compromised or is prosecuted to final judicial determination (collectively "Litigation"), the unsuccessful party to the Litigation shall pay to the prevailing party, in addition to any other relief that may be granted, all costs and expenses of the Litigation, including without limitation, the prevailing party's reasonable attorneys' fees and expenses. "Attorneys' fees and expenses" includes, without limitation, paralegals' fees and expenses, attorneys' consultants' fees and expenses, expert witnesses' fees and expenses, and all other expenses incurred by the prevailing party's attorneys in the course of their representation of the prevailing party in anticipation of and/or during the course of the Litigation, whether or not otherwise recoverable as "attorneys' fees" or as "costs" under applicable state law; and the same may be sought and awarded in accordance with applicable state procedure as pertaining to an award of contractual attorneys' fees. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

ASSENT

Please confirm your agreement to these Terms of Service by completing one of the following:

Create an online user account at localtradepartners.com and, when prompted, confirm your acceptance of these Terms of Service, or

You and we expressly agree that facsimile and "PDF" signatures will be as valid and effective as original signatures, and that your confirmation of your agreement to these Terms of Service by any method described in this Section 23 shall be sufficient to bind you and us to these Terms of Service. If you are an individual agreeing to these Terms of Use on behalf of a company, you represent and warrant to Local Trade Partners that you are duly authorized to bind the company to these Terms of Use.

Acknowledgement of Acceptance of Terms of Service

By clicking Accept below, I confirm that:

I have been provided with the Local Trade Partners Membership Terms of Service (updated Nov 20, 2015

I have read and understood the Local Trade Partners Membership Terms of Service (updated Nov 20, 2015) to my personal satisfaction; and I hereby accept and agree to be bound by Local Trade Partners Membership Terms of Service (updated Nov 20, 2015).